X0306 4 2012-10-01 0001230276 Pandora Media, Inc. P 0001195065 KAVNER ROBERT M PANDORA MEDIA, INC. 2101 WEBSTER STREET, SUITE 1650 OAKLAND CA 94612 1 0 0 0 COMMON STOCK 2012-10-01 4 S 0 9000 10.6061 D 480473 I By Kavner Partners, a Delaware Multiple Series Limited Partnership (Series B) COMMON STOCK 13673 D COMMON STOCK 256847 I By Trust COMMON STOCK 31867 I By Trust COMMON STOCK 31867 I By Trust Shares disposed of pursuant to a previously established Rule 10b5-1 Plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.45 to $11.11, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. A portion of these shares are subject to a right of repurchase held by the Issuer. Rober Kavner is an affiliate of Kavner Partners, a Delaware Multiple Series Limited Partnership (Series B). Mr. Kavner disclaims beneficial ownership with respect to all shares beneficially owned by Kavner Partners, except to the extent of his pecuniary interests therein. 100% of the RSU grant will vest 1 year from the date of grant. Robert M. Kavner and Allyson P. Kavner, Trustees of Kavner Family Trust - 1999 u/i dtd. May 17, 1999. Robert M. Kavner Allyson P. Kavner and Thomas J. Ross, Jr., Trustees of Kathryn Ray Kavner Trust - 2000 u/i dtd. March 14, 2000. Robert M. Kavner, Allyson P. Kavner and Thomas J. Ross, Jr., Trustees of Reed I. Kavner Trust - 2000 u/i dtd. March 14, 2000. /s/ Jeremy Liegl, Attorney-in-Fact 2012-10-03